-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NnrXrcQUuQ+/b3kTBfsQoqAzprcnJb9mxciu/QBrdCcRY2NUXVvq+ZH5GY3AR9hP f+LoO6KsRDIook6xhly8Fg== 0000929624-99-001645.txt : 19990827 0000929624-99-001645.hdr.sgml : 19990827 ACCESSION NUMBER: 0000929624-99-001645 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990826 EFFECTIVENESS DATE: 19990826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON HBOC INC CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85965 FILM NUMBER: 99700151 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 26, 1999 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT under the Securities Act of 1933 ---------------- McKESSON HBOC, INC. (Exact name of Registrant as specified in its charter) Delaware 94-3207296 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number)
McKesson Plaza One Post Street San Francisco, California 94104 (415) 983-8300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------- McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan (Full Title of the Plan) ---------------- Ivan D. Meyerson Senior Vice President, General Counsel and Corporate Secretary McKesson HBOC, Inc. McKesson Plaza, One Post Street San Francisco, California 94104 (415) 983-8300 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Copies to: Gregg A. Noel Kristina Veaco Skadden, Arps, Slate, Meagher & Flom LLP Senior Counsel and Assistant Secretary 300 South Grand Avenue, Suite 3400 McKesson HBOC, Inc. Los Angeles, California 90071 McKesson Plaza, One Post Street (213) 687-5000 San Francisco, California 94104 (415) 983-8300
---------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------
Proposed Maximum Title of Each Class of Amount Proposed Maximum Aggregate Securities to be to be Offering Price Offering Amount of Registered Registered (1) Per Share (2) Price (2) Registration Fee - ------------------------------------------------------------------------------------------ Common Stock, par value $0.01 per share........ 5,000,000(3) $29.75 $148,750,000 $41,353 Rights to Purchase Series A Junior Participating Preferred Stock of McKesson HBOC, Inc. (4)............... 2,500,000 N/A N/A N/A - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------
(1) Plus such additional number of shares of Common Stock and associated rights to purchase Series A Junior Participating Preferred Stock of McKesson HBOC, Inc. ("Series A Preferred Stock") as may be issuable pursuant to the antidilution provisions of the McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan (the "Plan"), in accordance with Rule 416(a). (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) and based on the average of the high and low prices for the Common Stock on August 24, 1999, as reported on the New York Stock Exchange. (3) A total of 6,100,000 shares have been reserved for issuance under the Plan, 5,000,000 shares of which are being registered hereby. (4) Associated with the common stock are rights to purchase Series A Preferred Stock that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events. No separate consideration will be received by the Company for the initial issuance of the rights to purchase the Series A Preferred Stock. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Explanatory Note Pursuant to a registration statement on Form S-8 (File No. 333-70501) filed with the Securities and Exchange Commission on January 12, 1999, McKesson HBOC, Inc, a Delaware corporation (the "Company"), registered a total of 1,100,000 shares of its common stock, par value $.01 per share (the "Common Stock"), to be sold pursuant to the Company's 1998 Employee Stock Purchase Plan (the "Plan"). On August 25, 1999, the stockholders of the Company approved certain amendments to the Plan, pursuant to which the number of shares of Common Stock to be sold thereunder was increased to 6,100,000 shares. This Registration Statement registers the additional 5,000,000 shares of Common Stock reserved for sale under the Plan, as amended. The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by the Company as required by Rule 428 under the Securities Act of 1933, as amended. PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS REGISTRATION STATEMENT ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 FILED BY THE COMPANY ON JANUARY 12, 1999, AS REFERENCED ABOVE (REGISTRATION NO. 333-70501). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits.
Exhibit No. Description ----------- ----------- 5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Corporate Secretary of the Company. 23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Arthur Andersen LLP. 24.1 Power of Attorney.
II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 26th day of August, 1999. McKesson HBOC, Inc. By: /s/ Ivan D. Meyerson ---------------------------------- Name: Ivan D. Meyerson Title: Senior Vice President, General Counsel and Controller and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title --------- ----- * Co-President and _____________________________________________ Co-Chief Executive Officer and Director John H. Hammergren (principal executive officer) * Co-President and _____________________________________________ Co-Chief Executive Officer and Director David L. Mahoney (principal executive officer) * Senior Vice President and Controller and _____________________________________________ Acting Chief Financial Officer Heidi E. Yodowitz (principal financial and accounting officer) * Director _____________________________________________ Alfred C. Eckert III Director _____________________________________________ Tully M. Friedman * Director _____________________________________________ Alton F. Irby III * Director _____________________________________________ M. Christine Jacobs Director _____________________________________________ Charles W. McCall * Director _____________________________________________ Gerald E. Mayo
II-2
Signature Title --------- ----- * Director _____________________________________________ James V. Napier Director _____________________________________________ David S. Pottruck * Director _____________________________________________ Carl E. Reichardt * Chairman of the Board and _____________________________________________ Director Alan Seelenfreund * Director _____________________________________________
Jane E. Shaw *By: /s/ Ivan D. Meyerson August 26, 1999 ------------------------------------ Ivan D. Meyerson Attorney-in-fact II-3 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Corporate Secretary of the Company. 23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Arthur Andersen LLP. 24.1 Power of Attorney.
II-4 EX-5.1 2 OPINION OF IVAN D. MEYERSON EXHIBIT 5.1 [LETTERHEAD OF McKESSON HBOC] August 26, 1999 McKesson HBOC, Inc. McKesson Plaza One Post Street San Francisco, California 94104 Re: McKesson HBOC, Inc. -- Registration Statement on Form S-8 ---------------------------------------------------------- Ladies and Gentlemen: I am Senior Vice President and General Counsel of McKesson HBOC, Inc., a Delaware corporation (the "Company"), and have acted in such capacity and am issuing this opinion in connection with the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement") for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), 5,000,000 shares (the "Shares") of common stock of the Company, par value $0.01 per share, to be sold pursuant to the McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan (the "Plan"). The Shares being registered pursuant to this Registration Statement are in addition to the 1,100,000 shares of Common Stock of the Company registered pursuant to the Corporation's Registration Statement on Form S-8 dated January 12, 1999 to which this Registration Statement relates. This opinion is furnished by me, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In connection with this opinion, I have reviewed the Registration Statement, as proposed to be filed with the Commission. As General Counsel, I am familiar with the Restated Certificate of Incorporation of the Company, as amended, and the Restated Bylaws of the Company, as amended, each as currently in effect. I have also examined originals or copies, certified or otherwise identified to my satisfaction of such records of the Company and such instruments, certificates of public officials, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinion set forth herein. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed by parties other than the Company, I have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, 1 corporate or other, and execution and delivery by such parties and the validity and binding effect thereof. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others. I am admitted to the Bar of the State of California and do not purport to be an expert on, or express any opinion concerning, any law other than the substantive law of the State of California and the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, I am of the opinion that the Shares, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Ivan D. Meyerson Ivan D. Meyerson Senior Vice President, General Counsel and Corporate Secretary 2 EX-23.2 3 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of McKesson HBOC, Inc., on Form S-8 of our report dated July 12, 1999 (which report (1) was modified to indicate that the consolidated financial statements of HBO & Company ("HBOC"), as of and for the two years ended March 31, 1998 were audited by other auditors whose report (which expresses an unqualified opinion and includes an explanatory paragraph related to certain shareholder litigation) has been furnished to us, and our opinion, insofar as it relates to the amounts included for HBOC as of and for the years ended March 31, 1998 and 1997 is based solely on the report of such auditors, and (2) contained an explanatory paragraph referring to certain shareholder litigation as discussed in Financial Note 19 to the consolidated financial statements), appearing in the Annual Report on Form 10-K/A of McKesson HBOC, Inc. DELOITTE & TOUCHE LLP San Francisco, California August 23, 1999 EX-23.3 4 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 12, 1999 included in McKesson HBOC, Inc.'s Form 10-K/A for the year ended March 31, 1999 and to all references to our firm included in this registration statement. Reference is made to said report in which the opinion contains an explanatory fourth paragraph with respect to certain shareholder litigation as discussed in Note 10 to the consolidated financial statements. ARTHUR ANDERSEN LLP Atlanta, Georgia August 20, 1999 EX-24.1 5 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned directors and each of the undersigned officers of McKesson HBOC, Inc., a Delaware corporation (the "Corporation"), does hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to execute and deliver in his or her name and on his or her behalf: (a) One or more Registration Statements (with all exhibits thereto) of the Corporation on Form S-8 or any other appropriate form proposed to be filed by the Corporation with the Securities and Exchange Commission (the "SEC") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), shares of the Corporation's common stock, par value $0.01 (the "Shares"), that may be issued by the Corporation in connection with the McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan; (b) Any and all supplements and amendments (including, without limitation, post-effective amendments) to such Registration Statements; and (c) Any and all other documents and instruments in connection with the registration of the Shares which such attorney-in-fact and agent deems necessary or advisable to enable the Corporation to comply with (i) the Securities Act, the Securities Exchange Act of 1934, as amended, and the other federal securities laws of the United States of America and the rules, regulations and requirements of the SEC in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America; and (iii) the securities or similar applicable laws of any foreign jurisdiction, and each of the undersigned hereby grants unto such attorney-in-fact and agent or his substitute or substitutes, each and every act and thing requisite and necessary to be done in and about the premises as fully as to all intents and purposes as he or she might or could do in person, and does hereby ratify and confirm as his or her own acts and deeds all that such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. Such attorney-in-fact and agent shall have, and may exercise, all of the powers hereby conferred. 1 IN WITNESS WHEREOF, the undersigned has herein-to subscribed this power of attorney this 25th day of August, 1999. /s/ Alan Seelenfreund /s/ John H. Hammergren - ------------------------------ ------------------------------ Alan Seelenfreund John H. Hammergren /s/ David L. Mahoney /s/ Heidi E. Yodowitz - ------------------------------ ------------------------------ David L. Mahoney Heidi E. Yodowitz /s/ Alfred C. Eckert III - ------------------------------ ------------------------------ Alfred C. Eckert III Tully M. Friedman /s/ Alton F. Irby III /s/ M. Christine Jabobs - ------------------------------ ------------------------------ Alton F. Irby III M. Christine Jacobs /s/ Gerald E. Mayo - ------------------------------ ------------------------------ Gerald E. Mayo Charles W. McCall /s/ James V. Napier - ------------------------------ ------------------------------ James V. Napier David S. Pottruck /s/ Carl E. Reichardt /s/ Jane E. Shaw - ------------------------------ ------------------------------ Carl E. Reichardt Jane E. Shaw 2 -----END PRIVACY-ENHANCED MESSAGE-----